


RWBY XIII: Lemon Special

by AzureDarknessYugi



Series: RWBY XIII [2]
Category: Final Fantasy XIII, RWBY
Genre: Age Difference, Blow Jobs, Breast Fucking, Christmas sex, Cross-Posted on FanFiction.Net, Doggy Style, Emotional Hurt/Comfort, F/F, Futanari, Humor, Threesome - F/F/F, Yuri
Language: English
Status: In-Progress
Published: 2015-05-14
Updated: 2018-03-26
Packaged: 2018-03-30 13:53:12
Rating: Explicit
Warnings: Underage
Chapters: 6
Words: 10,797
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3939262
Author URL: https://archiveofourown.org/users/AzureDarknessYugi/pseuds/AzureDarknessYugi
Summary: <blockquote class="userstuff">
              <p>Collection of requests I got from Fanfiction. There will be Futanari and other chapters.</p>
            </blockquote>





	1. Lightning and Blake

**Author's Note:**

> Requested by Little Dragon-kun from FanFiction. Hope you like it. Each story, Lightning was a different origin. But she's still a Wolf Faunus.

### Shadow Bolt

Enjoying a lovely book under a tree in spring morning as perfect for Blake. It was quite peaceful and no one's around. Well, there's one other person with Blake. A fellow Faunus named Lightning Farron. Who's currently sleeping. She's the vice leader of Team RWBY XIII. Wielder of a gunblade named Blazefire Saber. A blade that not only transform into a firearm can also be set on fire, the reasoning for its name.

Blake jolted and blushed when she felt Lightning's head rest on her shoulder. Now that she thinks about: Lightning looks very peaceful sleeping. By putting the past behind her and moving on her life. Nightmares no longer plague Lightning's mind. Nightmares of what happened at her hometown. The more Blake looks at Lightning's sleeping face. The more inviting she looks.

Pale-pink locks draped over the right side of Lightning's beautiful face. Her chest slowly rises and falls. Blake notices Lightning is wearing(much like herself) her alternate outfit named Quiet Guardian. It's high collar dark blue jacket with short sleeves, and black cuffs. Black gloves. Small metal shoulder-pads. A gray sash with a cross on each hip. Pants with the same colour of the jacket and undershirt. On the pants was black knee-guards. And a black curved boot.

The cat Faunus wondered why Lightning bind her chest when putting her alternate garb on. Never the less, it was adorable how Lightning is holding the Yamato (a katana once belonging to the Dark Knights of legend) so tightly in her arms. Blake and the others find Lightning's sensitivity to her sword, very cute. Some say Vergil is the same way when it come to the Yamato.

"She's cute when she's sleeping." she said to herself. She stroked Lightning's soft cheek. Lightning nuzzled at the touch. Maybe because she's in heat (as it's that time of year for Faunus) but Blake finds Lightning's lips very kissable. She had kissed Lightning in the past. But, seeing her now. The need for her vice-leader had gotten stronger.

Undoing lightning's jacket and slightly opening the shirt, Blake leaned in and planted butterfly kisses on Lightning's exposed neck  _"_ _She has a nicer scent, now."_ before the scent of blood clung to Lightning's skin. That smell has now vanished. Replaced by a scent of blue roses. Blake loved this new smell and wanted more.

Her tongue moved slowly on the soft skin. Savouring the taste. Blake took a bit Lightning's skin in her mouth and sucked it. This caused a whimper from Lightning. The wolf ears on her head lowered  _"Are you enjoying it, Light?"_ Blake can tell as she can feel the quickening pulse and the expression of Lightning's face. And the whimpering sounds Lightning makes does not mean always means she sad, but happy too. A trait Ruby, Yang and even Weiss (as she's a dog lover) likes to exploit a lot.

When she released Lightning's neck, she smiles when a kiss mark was left behind. Next was The vice-leader's lips. Blake moved from Lightning's neck to her lips. Capturing Lightning's lips between her own. licking and sucking on them, hungrily. Getting a taste of the vice- leader's morning-breakfast. And cookies?

Not thinking about this. The tastes of her vice- leader's lips were intoxicating. Parting Lightning's mouth open. Blake slithers her tongue in. As soon, her tongue touched Lightning's. It began move and a hand gripped the back of Blake's head.

Was she awake this entire time? Or did she wake up when Blake was kissing her? Blake can't focus on these questions as Lightning kissed her with more passion and hunger, then she did before. The Faunus girls explored each others mouths. Tongues gently rubbing their fangs. Lightning rubbed the back of Blake's bow, causing her to moan into the kiss.

Rubbing her legs together. Blake can feel a growing wetness between her legs. This was the best kiss they had yet. It like, magic. The world began to melt away. All the troubles that were on Blake's mind was pushed away. Only Lightning was on her mind. Lightning pulled off Blake's bow as she broke the kiss "You really do have cute ears, Blake." she said lightly rubbing Blake's cat ears with her black robot hand.

"Yours are too, Light." Blake replied back, copying the same action. Faster then she reacts, Lightning pushed Blake down to the ground. Letting her sword falls to the grass with a soft thud "I still want make it up to you know." Lightning said softly and slowly.

"N-No it's al-" Lightning stopped her with another hungry kiss. Blake wanted to fight back, but can't. Lightning was so fierce and loving as she kissed her. The dance of tongues was mind numbing. Blake loved Lighting's kisses "I'll make you feel really good." Lightning smiled, gripping the zipper on Blake's white v-neck shirt, with her teeth. Slowly pulled it down. Blake can feel her face heating up as the younger girl, slowly opened her shirt.

"No bra Miss. Belladonna. I like that." Blake covered her face in embarrassment as Lightning said that all too familiar line. She let out a sudden gasp as she felt Lightning suck on her right nipple and massaging her left breast. Blake felt her breasts heating up from Lightning's actions. Her tongue circled

and flicked on Blake's nipple "Other one." Blake said weakly. Feeling her other nipple craving what current one is getting.

Doing just that. Lightning moved to the left one and gave it the same treatment. Blake was trying her hardest to not make a sound. They're still outside in a secluded area and anyone can walk in one them. But, Lightning was making that very difficult. It didn't help that she about have an orgasm. Thanks to her keen nose, Lightning was aware this.

Pressing Blake's breasts together, Lightning sucked on both nipples at the same time. Covering her mouth, Blake came hard, and unintentionally shouting Lightning's name. Her body shook and her breathing ragged. Not only Lightning gave her the kiss of her life but the best orgasm too.

Lightning unbuckled Blake's belt and pulled down her black pants and her wet black panties. Exposing her wet entrance to her vice-leader. Moving her head between Blake's legs. Blake flushed as her crush can see, how wet she is.

Spreading Blake's lower lips, the eager teen licked Blake's insides. Fully enjoying the taste "Light!" Blake gasped her back arced. She gasped louder when a steel thumb played with her clit. Her nails dug into the ground. Try as she may to keep form making loud sounds. It became impossible as Lightning's tongue entered inside her.

Lightning explored Blake's wet caverns  _very thoroughly._ On instinct, Blake pulled Lightning's head more closer. Wanting her to fuck her with that amazing tongue. Drunk off Blake's sent and flavour, Lightning moved her tongue as fast and deep as she could "Oh, Light! You make me feel so good! Don't stop!" Blake moaned loudly. She doesn't care any more. Lightning is treating her to such wonderful pleasures. So, who gives a fuck.

The urge to release her nectar in her lover's mouth, overwhelmed Blake. With one final thrust of her tongue, Blake came. Shooting her cum all over Lightning's face. Blake whimpered when Lightning pulled her tongue out. Smiling, Lightning flipped Blake to her hands and knees. Crawling over her, Lightning reached over and stuck two metal fingers deep in Blake's pussy. Her other hand in Blake's mouth. She can taste her juices on them. Lightning started slow. Painfully slow.

"Faster, Light. Fuck me hard." Blake pleaded. Looking at the younger girl with wanting eyes. Heeding her request, Lightning gradually increased her speed. Making Blake purr in pleasure and suck on Lightning's fingers. Tasting her own cum on them. Lightning can feel Blake tightening around her robotic fingers "Does it feel good? My love?" Lightning whispered with sincerely in her voice.

Blake nodded rapidly. Her hips moving in time with Lightning's fingers. It wasn't long when Blake came on Lightning's fingers. Falling limp, Blake panted heavily "That was amazing." she said smiling at Lightning "Wow Blake. You came a lot." Lightning said suggestively. Showing Blake her soaking wet metal hand.

"Well, you fuck me good." Blake purred, eagerly licking her juices off of Lightning's meatl fingers. An idea popped into the cat Faunus head. She rolled to her back, and unbuckled Lightning's pants. Blake's fingers hooked under Lightning's black pants and blue panties. Blake bit her lip when she saw how wet, her dear vice-leader is.

She's not done undressing Lightning yet. Next, Blake slowly removed the blue coat, shirt and the wrapping around her breast. Her breasts lightly bounced when the wrapping was removed. Letting it fall on top of the Yamato. Lightning's arms was interesting. One was white flesh. The other was black steel. Lightning's two different arms do share they same trait; warmth.

Blake lick Lightning's breasts in a slow teasing manner. Lightning groaned when Blake pawed her toned stomach with both hands. She guessed in six years this stomach will become luscious abs. Eyeing Lightning's harden nipples. Blake hungrily latched on to one and her index finger and thumb pinch the other.

Lightning let out a surprised gasp. Her eye shut. Her teeth clenched, showing of her fangs. Twitching with every moment of Blake's tongue, and fingers. Lightning's fingers dug in the dirt when Blake, worked on her breasts even harder. The moans and groans Lightning is making. Turned Blake on considerably.

Releasing her nipples, Blake spoke in a suggestive tone "Lets feel good together." realizing Lightning is in a daze. Moved Lightning's hand (the non-robotic one) to her aching pussy. And moved her own to Lightning's. Now knowing what's going on. Lightning nodded. Now knowing their on the same page Inserting their fingers in one in other. The two moaned loudly at the same time.

Fingers pounded deep in each others cores. The surge of pleasure intensified, it made Lightning collapsed on to Blake. Pressing their breasts together. Knowing that their lips are cementers apart. Kissed each other lustfully and passionately "So, Blake..." she began panting "have I made it up to you?" Blake wrapped her arms around Lightning's neck.

"Yes you did." she said smiling.


	2. Magnetic Rose Storm

**Notes for the Chapter:**

> Requested by ranbunomixer
> 
> A\N; I'll take more request of which lady or ladies (oven ones that I did already) from RWBY gets paired up with Lightning. You can choose from normal or futa-Lightning. Even her age, like Teen-Lightning or Adult-Lightning. Also race. F.Y.I, I don't do rape, double penetration, or futa on futa.

Pyrrha found Lightning's behaviour a bit odd. The snow-wolf Faunus would whip her tail on Pyrrha's face from time to time. Whenever they were close together, Lightning would nuzzle on Pyrrha. Even putting her arm around her shoulder. Immediately realizing what she's doing and apologized every time with red cheeks. Last year she and still does this to Ruby who giggled whenever she did something like that.

In combat class, Lightning was more aggressive than usual. Throwing out a larger amount of Summon Swords then she normally would. Glynda would have to use her telekinesis to stop Lightning from over doing it. It was known that Lightning is protective of her team and friends. Now she's even more so. When someone that gave them trouble in past approached them. She'll deal with them personally.

Like scaring them away. Like whenever Jaune or Neptune would hit on Weiss, the wolf Faunus will growl at them. Weiss would thank her while calling Lightning different puppy names. Much to her dismay. The amount of names she has for Lightning was frightening. It was an odd sight to see as Weiss had a poor impression of them. That changed after she got to know just how much the Faunus suffered. From her family's company and the White Fang.

Still wanting to know why Lightning's acting the way she is, Pyrrha looked for Ruby to ask her. Knowing Lightning was done with a sparring match with Cardin that ended the usual kick to the balls, and it was likely Ruby was with her. Giving her big bad wolf a nice "reward". Making her way to where Lightning's locker was, Pyrrha suddenly heard loud moaning and what sounds like sucking. Peeking around corner her face became red.

Ruby in her school uniform much like herself, was on her knees her head moving back and forth over Lightning's crotch. It was obvious what Ruby was doing. Lightning's shorts was pulled down along with her blue boxers. The blue coat she usually wears lay on a nearby bench alongside Yamato. The only clothing she has on was a sleeveless black shirt, that is slightly unbuttoned. Lightning had flushed cheeks, eyes were shut and her wolf ears hung low. Her tail swung happily. Loving Ruby's warm wet mouth on her cock.

Ruby pulled away needed some air. "Oh, Dust! I never get tired of your cock Light. No matter how many times I suck it or get fucked by it." Pyrrha was taken back how lustful and sexual Ruby sounded. Also by large Lightning was. It looked about eight and a half inches long. The sight of it made the red head moist. It's been a while since the last time she saw it. Wondering if Lightning was always that big. She watched in envy as Ruby took Lightning back in her mouth again. Resuming what she was doing. Being already on the edge, Lightning's hip twitched and came in Ruby's mouth. Who happily drank it.

As she did, looked to where Pyrrha was and motion her to come closer. Ruby chuckled as she saw Pyrrha's wetness going down her thighs. When she was close, Ruby got up and locked lips with her. Pouring Lightning's cum in her mouth. Having some already during Professor Port's class and few other classes before that. Mostly on Professor Port's class, need to do something to pass the time. As Pyrrha remembers the taste of Lightning's cum, by reflex, Pyrrha swallowed it.

"Tasty, is in it?" Ruby asked licking her lips.

"Yeah...it's too long since I had that." Pyrrha said in a daze and what she means a long time she meant only five days, then realized what she just said and covered her mouth in embarrassment.

"You fucked Light before Pyrrha? Or my sister will put it; Ride the Lightning?" Ruby asked with a wide grin.

Know nothing can break Ruby's curiosity, she sighed defeat and explained. "It during last year's dance and Light look so handsome in that black tux. That I just wanted her. So when it was over. I had her take me to my dorm and we..." Pyrrha couldn't finish saying the rest because she was too embarrassed. Since that day, when they get the change Pyrrha would want the wolf Faunus to make love to her. She couldn't help it if Lightning was so damn attractive.

"It was the same for me too." Ruby chuckled. "My feet hurt because of those stupid lady stilts. So I asked Light to carry me to the dorm to rest my feet. She offered to rub my sore feet. Not turning down a free feet massage said yes. * **sigh***  Light was AMAZING with her hand. As thanks, I fucked her." Pyrrha wondered why Lightning smelled funny when they were together. And how Lightning knew what she was doing. The two look over to Lightning who was sitting down recovering for Ruby's amazing blowjob. Seeing Ruby share her cum with Pyrrha, and reminded of that time she had sex with them for the first time. Made her hard once more.

"Your turn Pyrrha. Me and Light had sex the morning and lunch." Ruby said as she removed her pantyhose and panties.

"Your good friend Ruby." Pyrrha took off her school jacket. Then unbutton her shirt followed by lifting her red lace bra. Showing her large breasts that were the same size as Yang's to Lightning. She didn't get to enjoy it as Ruby shoved her wet slit on Lightning's face. The wolf girl moans when Pyrrha sandwiched Lightning's cock with her rack. Pyrrha began to move her breasts and Ruby her hips. Grind on her mouth who in turn started licking. Pyrrha felt Lightning's cock get warmer and warmer between her tits. Lightning's hands moved up Ruby's legs then firmly grabbed her ass. Pushing her tongue deeper into Ruby who moaned her name. The way it moved inside her pussy was total bliss for Ruby. While that was going on and loving every second. Pyrrha was sucking on the head of Lightning's cock and rubbing the rest with her rack.

To turn up the pleasure, she's feeling played with nipples. Her hips jolted when she felt the tip of Lightning's tail rub her womanhood. Pyrrha spread her legs allowing the tail more accesses. The tail felt good there that Pyrrha moved her hips along with it. It wasn't long until all three came at once. Ruby slid down and rested her head on Lightning's shoulder. Pyrrha lay on her back spreading her legs and pussy. "Take me Light. I need you." she begged.

"Go ahead Light. Fuck her brains out. Then I'll have my turn." Ruby purred in her ear.

Not hesitating, Lightning plunged in Pyrrha all at once who screamed from the sudden penetration. Grabbing her tights, Lightning began to move fast remembering Pyrrha likes it ruff. Much like Ruby. She was right as Pyrrha rolled back her eyes, and tongue sticking out. Lighting couldn't make out what she was saying, but had a good guess she wanted Lightning to keep fucking her hard. With each thrust, Pyrrha came again and again. Losing her mind to sheer ecstasy. Shamelessly moaning and screaming.

Feeling her urge to climax, Lightning came deep in Pyrrha's womb causing her to scream Lightning's name at the top of her lounges. Pulling out, Lightning enjoyed the sight of her cum on Pyrrha's face chest and leak out of her pussy. Then she heard a whistle from behind her. "Me next Light." Ruby said in a sexual tone. She had back turned her skirt up showing her wet needy pussy. It looked very inviting. Like with Pyrrha, Lightning plunged deep in Ruby and fucked her hard.

"YES!" Ruby screamed in bliss. She leans her head back to kiss her lover. During the kiss, Lightning's nibble fingers opened Ruby's school jacket and shirt. Then her hand slid under Ruby's rose patterned bra and grabbed her breasts. They weren't big as Pyrrha's but was still soft and perky. Ruby reached around grabbed one of Lightning's wolf ears. Know where her favourite spot is. On cue, Lightning's cock became a bit thicker and longer. Hitting Ruby's G-spot.

Soon enough, the two climaxed. "You came a lot Light." Ruby panted, feeling cum dripping out. Lightning was going say something but was suddenly pulled down. Before she knew what was going on, Lightning felt Ruby and Pyrrha press their pussies on her cock. Lightning gasped when they moved their hips. Going in different speeds. Moaning loudly as their clit rubbed on her dick. Having just Climaxed, Lightning was sensitive came right away. Her cum shot straight up then land on her cock.

Covering it with her white seed. Hungry for it, the two girls instantly latched on to Lightning's cock. Licking and sucking it clean. However, it only made Lightning cum again which the girls didn't mind to drink some more. Once done, Ruby petted Lightning while saying. "Good girl."

Pyrrha petted the Faunus to and said. "Your were amazing Light. I hope to do this more often."

Lightning blushed and shouted in an embarrassed tone. "STOP FUCKING PETTING ME!"

**Notes for the Chapter:**

> Like it? Let me know with your reviews. You guys want more Futa-Lightning stories? Have her paired up with ladies in other media?


	3. Christmas Special: Jolly Flamespark

**Notes for the Chapter:**

> Requested by Cipher96
> 
> A/N: Marry Christmas everyone! My gift for you is adult Futa-Lightning with the lovely Yang Xiao Long.

Out of all the members of SOLDIER, Lightning Strife 1st Class was Yang's favourite. SOLDIER is a group of Dust infused elite warriors from Atlas. Because of how effective they are in battle, Ironwood brought them to the Vytal Festival as extra security. Some took part in the second tournament that went on after the Vytal Festival Tournament called; The Dissidia Cup **(AN: That maybe a thing in the main Story. Haven't decided yet. Also thinking of making Lightning and Fang their own team with ladies of other Final Fantasy games. What me to do that? Let me know.)** a fighting tournament of Huntsmen to find out who is number one.

It was a treat to see new and old Huntsmen battle it out. Elite soldiers and Knights can also take part in the fight. What made this tournament better the last is that it took part in December. It helps distract the people from the last one, as things happened during there that some want to forget. Especially Yang.

If it wasn't to Lightning's Buster Sword having the ability to sense and slice through illusions, and great speed. She would've done something horrible.

How Lightning's Buster Sword can do that the blade had some of Odin's power in it. Even in Lightning herself. Yang's first time meeting with Lightning was when her team was going to their first mission in Mt. Glenn. Lightning was ordered to accompany, and fight alongside Team RWBY because of the high amount of Grimm at the abandoned city. The girls were thrilled to hear this. More so Yang and Ruby. Yang as she likes a woman in uniform. Ruby because she can see the Buster Sword up close and in action. She loves the classics.

Of course being the weapon fanatic that she is, Ruby asked **a lot** of questions about. Lightning reviled that hers was the second one to made. The first was her twin brother's that served as a memento for his fallen friend Zack. Who died a hero. Lightning made her Buster Sword as a form of respect for her mentor, Angeal. He helped her out when she first in listed at the age of fifteen. Her brother tried to enter but, Lightning had more talent in battle then him but didn't get in, so went to the academy instead.

Since the meeting on Mt. Glenn, Team RWBY had formed a bond with the SOLDIER. When the festival began, Lightning will sit with them during matches. Give out pointers whenever they're going to have a match. When Lightning felt she can trust Team RWBY enough, told them that she has a dick. To her surprise, they took it very well. Too well in fact. Since then Yang has gotten very _friendly_ with Lightning. During the Dissidia Cup, the blond will reward Lightning with a blow and Titjob for every victory.

On Christmas, Lightning was invited to celebrate with Team RWBY. Ruby told Lightning over the scroll to stay in her room because they're getting the last finishing touches on her presents. And that they will celebrate in her room as their more space. The SOLDIER wondered about that but dropped it. So Lightning lay on her bed. The Buster Sword was placed up on the wall, her uniform hung in the closet. Lightning wore a red tank-top and a pair of black shorts with a bolt of lightning down on the left leg. The SOLDIER's Brand lay on the shelf alongside some Dust orbs for the Buster Sword, potions, books, and comics.

As she waited for Team RWBY to knock on her door, was read comic to pass the time. Her thoughts wondered to what Ironwood said earlier. _"You look a lot happier, Strife._ _That's good to see._ _"_

"I have Team RWBY to thank for that." she said to herself smiling. That something she's doing more often. Even her brooding twin brother was smiling more. Hearing the door to her bathroom opening, lowered the comic to see Yang getting out in nothing but a towel. Lightning felt herself getting hard seeing the blond beauty. Watching droplets of water drip down her flawless skin. Before Yang can notice Lightning gaze, turned to her comic.

"Your shower is much better than the one in our room, Light!" Yang sighed happily. Seeing a bulge in Lightning's shorts, licked her lips and send a text on her scroll. Yang chuckled when Ruby replied with a frown. Feeling the extra weight on her bed, Lightning lowered her comic to see Yang crawling towards her, in a very sexual manner. With a seductive grin, Yang grabbed Lightning's comic and tossed it casually over her shoulder.

Giving Lightning no time to react, kissed her passionately. Her needy hands rubbing Lightning's abs, that was developed in her six years in SOLDIER. "Please, Light! Grab my tits!" Yang said as continued to make out with the pink-hair SOLDIER. Not able to turn down a request from some as sexy like Yang. Took off her towel and grasped Yang's large breasts in which she moaned in her mouth. They felt soft and her fingers sank in.

Knowing Yang's weak point pinched her hard nipples with index finger and thumb. Lightning's action made Yang kiss her harder. Also caused her to get very moist. Everything about Lightning turned Yang on. She was the sexiest woman she ever seen. Yang wants Lightning inside her now! A grin crossed Lightning's face as Yang almost ripped her shorts and boxers off. "Here's your present Light." she then stuck Lightning's cock deep inside her pussy.

Lightning grunted by how tight Yang is then was shocked to see blood. "You're a virgin?!"

"Surprised?" Yang laughed then placed her hands on Lightning's abs. "You stay still and enjoy." slowly, Yang moved her hips. Lightning can tell she was in pain, so rubbed her tits again. It seems to ease her pain as Yang was getting looser. And Yang's moans became sweeter. She adjusted to Lightning's size, so moved her hips faster. The bed creaked by their lovemaking.

Unable to keep still any longer, Lightning matched Yang's movements. Lightning can tell Yang was really loving her cock, by drool coming from Yang's mouth. "I'm cumming!" she moaned loudly. Then Yang got off and moved down, and took Lightning in her mouth. The SOLDIER grunted feeling Yang's hot wet mouth around her cock. Yang found Lightning's cock was more tastier with her juices on it. She licked and sucked on every spot, that Lightning liked on her cock.

Feeling her balls tightened, Lightning shot a huge load of cum in the blond brawler's mouth. Yang drank some Lightning's yummy semen. Letting the rest drip down Lightning's cock, knowing there will be more later on. Which is why Yang calls her The Endless Cum Tank and many other nicknames. "Your tits!" Lightning gasped as Yang began to titfuck her. Yang loved feeling Lightning's between her breasts, as much she likes sucking it and recently in her pussy.

The more she rubs it, the hotter it gets. "How do my tits feel Light?" Yang asked.

"Fucking amazing!"Lightning replied right away. It wasn't long until Yang felt Lightning twitch and came like a geyser. Cum sprayed all over her face and breasts. "Wow, you let out a lot!" She scooped some up then licked it off her fingers. "Mmm! Delicious!"

"Stay like that Yang. I'm going to fuck you behind." Lightning growled. Yang knew that wild look Lightning's eyes. It meant that her switch is flipped and will stay like that for awhile. She watched eagerly as Lightning moved behind her. Lightning gave no warning as she plunged her cock back in Yang. Who shouted her real name. The SOLDIER locked her hands on Yang's hips and fucked her blond lover hard.

"OH, YEAH! DON'T STOP!" Yang cried out. Completely lost herself in pleasure. Lightning moved her hands up from Yang's hips and pulled her up by the breasts. Yang reached around and ran her fingers through soft rose coloured hair.

"I'm going to cum again." Lightning growled in Yang's ear. "Where you want it?"

"Inside!" so Lightning did just that. Firing another large load. However, Lightning wasn't done just yet. She lay Yang on her back and resumed fucking the sexy blond. It was this point Yang's mind went blank. Her eyes darken with lust. Cheeks reds as Ruby's cloak. Tongue hanging out. A look on Yang that Lightning can get use to. She placed on of Yang's legs over her shoulder and rubbed the blond's clit with her thumb.

This made Yang scream in pleasure. Saying Lightning's true name over and over again. She used to hate that name. It sounded weak and tied to the past. Now, her views on it the name changed. The urge to cum as creeping up on Lightning. Noticing how Yang like it when she came inside her pussy the last time. Thought to do it again.

"Here's one more!" Lightning said before cumming. When semen burst into Yang had the biggest climax in her life. It was so much that Yang passed out.

Lightning pulled out and her cum poured out. She still wanted to go another round, but Yang was worn out. Lightning could still fuck her, but dashed that idea out of her mind. Her friend was in no shape for that. There was still the dilemma of a still erect member. Her options were to wait it out or masturbate. Also the fact of a passed out Yang cover in her cum. The rest of Team RWBY was to arrive soon and they have the key to her room.

"What to do." she scratched her head. Then her eyes when to her dick. "I doing want to rub one out. I'm too proud for that." while she thought of a plan to solve this problem. Failed to notice three girls enter her room and locking the door. They slowly crept up on the SOLDIER then wrapped their arms around her. Lightning looked over to see Ruby, Weiss, and Blake with a lustful stare in their eyes.

"Merry Christmas, Claire!" all three said at once. Then they pull Lightning to the floor and had a threesome with their all time favourite 1st Class SOLDIER.

**Notes for the Chapter:**

> A/N: That's one request down. Two more to go. Both of them with Futa-Lightning and Cinder! ;)


	4. The Big Hot Wolf

**Notes for the Chapter:**

> I changed his request so Lightning gives cock to Pyrrha, Yang, and Blake. This the Lightning from RWBY XIII. So she's on very horny wolf girl. Can you blame her? This features my redesign of Lightning's Equilibrium outfit that I'll use in the main story. Let me know what you think of it.

**Requested by Dragoon Galaxy**

It's the long weekend and a lot of students either went somewhere for vacation or visiting family. Some stayed at Beacon. To catch up with school work (Jaune) or have nowhere else to go, like Lightning, Pyrrha, Yang, and Blake. The Wolf Faunus is grateful, as it's that time of year for her and the other Wolf Faunus to be in heat. In the last two days, Lightning could hear Fang fucking some girls. Lightning would do the same with her team, but they went to a hidden temple she told them about in the Emerald Forest for training. They know Lightning was in heat and promised to have a foursome once they come back.

The half-demon wolf Faunus had resorted to watching porn, masturbating and hiring prostitutes to deal with her wild primal needs. An act that hurt her pride, but it wasn't enough. She even fucked Ruby.  _"_ _I_ _can't believe how perverted she is. She sucked_ _my dick during class. Then_ _had me fuck her brains out after class._ _"_ Lightning reminisced as she cleaned her dear Yamato (a sword she keeps with her at all times) in the library. It was an odd place to do that, but she doesn't care. She'll clean Yamato where ever and when ever she feels like it. Also, she needs to clean Ruby's cum off of it. Not too long ago, Lightning fucked Ruby's ass, while she the handle of Lightning's sword as a dildo for her pussy. Ruby's glad that Lightning has a tail.

When they were done, Lightning changed clothes which consisted of, a blue leotard with an opening on the chest area and golden accents. A hooded cloak that once belonged to Summer Rose. It's slightly altered so Lightning's wolf ears can stick out. Given to her by Raven who stole it and gave it to Lightning. Learning the original owner of the cloak, Lightning wanted to give it back, But Ruby and Yang was fine with her having it. Saying it looked good on her. Keeping the cloak in place is a singular clip on the right shoulder in the shape of her emblem. Around her waist is a blue waist cape with a pale yellow trim and dark orange on the inside along with white pockets. Black short-skirt, blue detached sleeves, black gauntlets, black thigh-highs with gold accents, black greaves, and pointed pauldrons with dark blue accents. The outfit is called Equilibrium Arthur as her original clothes were ripped again. Due to her Semblance. Also, it reeked of sex.

Which is why Lightning was so many outfits. All of them have names, which are Dark Muse, Bold Vanguard, Cold Rebellion, Duelist, Splendid Admiral (her formal outfit), Intruder, Dust and Shadow, Quite Guardian, Sacred Knight, Paladin, Dark Knight, Astral Lord, Siegfried, Knight of Etro, and SOLDIER 1st Class. Lightning does have a replica of the Guardian Corps uniform, although it had black, red and white colours. Also an Organization XIII uniform. Her nose suddenly picked up Blake's scent. Her tail wagged and she licked her lips. Quietly, Lightning sheathed her sword and got up from her chair. As she made her way to Blake, fastening Yamato to the skirt's belt. When she reached her target, she saw Blake was reading while in the school uniform. Lightning found it odd but didn't think too much on it. With quite footsteps crept up on Blake, then grabbed her breasts and rubbed them from behind "Hello Blake." Lightning whispered in Blake's human ear.

"Lightning?!" Blake moans, dropping her book. The cat Faunus watch Lightning's fingers undid her jacket then vest. Her body twitched as Lightning rubbed her nipples through her shirt. Blake unconsciously held Lightning's hands in place. Not wanting her to stop. From what Lightning can tell, Blake's not wearing a bra "Your Highness!" Blake suddenly gasped. Felt the top of Lightning's tail rub soaked slit. The cat Faunus tried to not moan so loud. They are in a library. However, the royal Faunus is good with her hands and tail. Too good as she was about to cum at any moment. Quickly, Blake turned her head and passionately kissed Lightning. So she won't scream in pleasure as she came hard. Her juices soaked through her panties and on Lightning's tail.

Blake smiled when feeling Lightning's rock hard cock pressed up on her ass, reminding her it was that time for wolf Faunus. Blake did have sex with Lightning before. The princess is a lot bigger and better than Adam ever was. Blake stopped kissing Lightning, then crouched down, and lifts the skirt then moves the bottom part of her leotard to the side. Lightning's cock sprung freely, Blake engulfed it was her hot wet mouth. It was months since she had Lightning's cock. Her tongue remembered the taste as she licked.

" _It still tastes so good!"_  Blake thought. Her mind melting. She slowly rolling her tongue around the huge cock. This made Lightning jolt a bit. The wolf Faunus with rose colour hair, covering her mouth to suppress the moans she made. Due to Blake moving her head back and forth. Going faster and faster. Paying no mind to the loud sucking sounds and moans she's making. Lightning let out a surprise wolf-like yelp when Blake's fingers jabbed in her wet pussy. It was a good thing she's out of moonlight energy to activate her Semblance because she would transform into her beast form by accident. (she's still learning to master it, but at least her eyes don't glow red anymore.) Like that one time, she fucked a high profile hooker yesterday. The odd thing was, she liked being fuck by a futa-werewolf. Lightning didn't question it because she needs her sex drive to be dealt with.

" _T_ _here's that one time with_ _-_ _"_  her train of thoughts derailed when Blake' thumb rubbed her clit. Lightning's body tensed, as both her pussy and cock came. Blake removed Lightning's cock from her mouth with a loud pop, then she sucked on her fingers. Drinking Lightning's two types of cum at once.

"A delicious combination." Blake purred. Standing back up, Blake slid down her wet panties down to her ankles. Turned around, bend down then flip her skirt up, spread her lower lips wide and said in a seductive voice "Wreck this pussy with your huge, thick cock."

Now that Lightning's sexually triggered, grabbed Blake's firm ass and shoved her member in all at once. Deep inside the cat-girl's pussy "LIGHTNING!" Blake's screamed it was a good thing the Library was empty. How very convenient. Lightning's efforts to keep quiet was absolutely pointless. The cat Faunus used the bookshelf to support herself because Lightning was moving her hips hard and fast. Making the cat-girl moan shamelessly. Her head hung low,  **LOVING**  how the wolf-girl's cock smashed wonderfully against her womb. Blake had no strength in her legs, so Lightning firmly held her hips to keep her up.

Lightning recalled a new feature Ruby added (and tested) to her robotic arm. Taking off a gauntlet and sleeve that had her robotic arm, She put two fingers in Blake's ass then made them vibrate at max level. Caused Blake to scream out her name and her pussy contract on Lightning's cock. Who's not done yet and moved both her fingers and cock at the same speed. Then at different speeds. Overwhelmed by both of her holes fucked, Blake came all over Lightning's cock. With a few more thrusts, Lightning shot her cum. Filling Blake up to the brim. Seeing the state Blake's in. Eye darken with lust, tongue hanging out. Lightning pulled out, moved her leotard back and pulls down her skirt, then carried Blake to her dorm room. It was then Lightning found out they're alone in the library. Lightning would've been annoyed by this, but she just fucked Blake. So, she'll let it slide.

Once Lightning got to their dorm room, set Blake down on her bed and tucked her in. She smiled by how peacefully Blake is sleeping. Suddenly, Felt Yang's arms wrap around her waist. "You fuck her good, huh?" look over the shoulder, Lightning saw Yang in her tank top and boy shorts. Judging by Yang's damp hair, she must have taken a shower. Lightning gasped when Yang grabbed her by the breasts. "You should wear this outfit more Light. Shows off your puppies nicely." the busty blonde purred.

She wasted no time and pulls out the Lightning's cock. Yang bit her lip upon seeing it.  _"Fuck! Light's huge!_ _It's just like Blake said. Can't wait to have a taste._ _"_ Yang though licking her wrapped her hand around Lightning's cock and pumped Lightning's cock. Its hardness was just right for her. Using the boob window on Lightning's leotard, stretched it wide enough to expose Lightning's large breasts.

Yang rubbed Lightning's nipple. The wolf Faunus moans and her cock grew harder. Yang removes the cloak, waist cape, and skirt, and saw why Lightning had her ass covered so much "It's like a thong." Yang said pulling the leotard up so it digs into Lightning pussy. The wolf Faunus began to pant and a smile forms on her lips.

Before Yang can ask way Lightning's smiling, was suddenly on the ground. Lightning kissed her deeply and one hand goes under her tank-top while the other goes under her shorts. Yang moans into Lightning's mouth as the Faunus played with her breast and pussy. Pulling Yang's tank-top up and sandwiched her cock between Yang's huge breasts. "Your read my mind." Yang moans.

The heat Lightning's cock gave her breasts felt good. Yang leans in her head to lick on the head that's going in and out her breasts. She found the taste electrifying. With a grin, Lightning rubbed Yang's damp pussy with her tail. This caused Yang's hips to buckle and move along with the wolf tail. Since she just fucked Blake. Was extra sensitive and shot her cum in Yang's mouth. The blonde happily drank it, there was too much that some leak out of her mouth.

The busty blonde brawler licked her cum covered lips as Lightning moved back and pulls down her shorts. She spreads Yang's leg, but before she can insert her cock, Yang hands Lightning her cloak "Put this on and wear the hood."

Lightning accepted the odd request and puts on the white cloak. Once the hood is over her head, Lightning shoves her cock in. All in one go. "MOM!" Yang cried out in pleasure.

" _Just like Ruby."_  Lightning thought as she began to move her hips. Yang had one arm over head and another on Lightning's stomach. Her eyes were closed as she let out loud moans of pleasure. Calling Lightning "mom" with every thrust the Faunus did. Lightning lifts her up, turn her rubbed one breast while sucking on the other. She spreads Yang's leg with the hand she's not using and her tail.

Yang held Lightning's head while having a slutty expression.  _"Holy shit is Yang getting tight!"_ Lightning thought _"Her pussy is squeezing my cock!"_ the Faunus can see Yang squirting multiple times. Getting the carpet wet with her pussy juices. It was then that the tightness of Yang's pussy is too much for Lightning. So her cock unleashed another huge load of cum. Yang called Lightning "mom" one more time as cum pours in her womb.

"Thanks, Light." Yang panted with her tongue hanging out "I need a good cock. Can't wait to do this again." she got off Lightning and went to the bed Blake's sleeping. Immediately, Yang kissed Blake.

Wanting to leave them alone, Lightning put on the rest of her outfit back on. Once the left the room, realized she almost fucked all the girls in Team RWBY. Only Weiss was left, but the chances of that happening are slim. As she's trying to get Neptune's attention. Lightning can't wrap her head around why Weiss likes him. She only met him once.

"I don't know what she sees in him." Lightning said stretching her sore back. It was then she heard her Scroll vibrate. Checking it, saw that Pyrrha sent her a message. It was sparring request. Lightning went to her dorm to get her breastplate and helmet. The black breastplate was easy to put on. All she has to do is put it on her chest, and it locks around into place on its own. Lightning tucks the wolf-shape helmet under her arm and made her way to the training arena. Designed by Ozpin's nephew, Hope.

As both girls got on the large platform, it lit up and their surroundings changing into a grassy field with a large lake and castle in the distance "Stage 1- Cornelia" a robotic voice said. Lightning puts on the helmet and grabs to handle of her katana. Pyrrha raised her shield and tightens her grips on her sword. As so the girls heard the loud buzzer. The two female warriors clashed. Pyrrha can't use her semblance on Lightning because all the metal on her is titanium. Magnets don't work on titanium.

So Pyrrha had to resort using her skills with a sword and shield. Tho it was just sparring, the battle was intense. Blades flew fast. Followed by the sounds of metal smashing against metal. Kicks were flown every now and then.

Pyrrha fired a few well-aimed shots but Lightning deflected them with ease. When Pyrrha went in for a lunge, Lightning countered it and got her on the ground. "You got me." she said with a giggle. The helmet Lightning had on opened, then folds down and latched on the breastplate. Lightning had a strange look in her eye.

Before Pyrrha can ask if Lightning's alright, the royal Faunus leans down very closely. And to Pyrrha's surprise, kissed her. Pyrrha wondered why Lightning is doing this, but the kiss Lightning gave her numbs her mind. Her grip on her sword and shield loosen.

A tongue went across her lips. It wants to go in. With out thinking, Pyrrha lets it in. She let out a muffled moan when she felt another tongue rub on her own. She tried to match its movements but Lightning had a lot more experience in this kind of kissing.  _"Is this how the other girls felt when they kiss Light?"_ she wondered  _"It feels so good!"_

The pleasure she got from the kiss was so much that Pyrrha came. Lightning's keen nose picked up in this. With a smile, Lightning crawls down the panting Pyrrha. She knew what Lightning was going to do next. As the Faunus girl spread Pyrrha's legs and moves between them. Her back arched when a tongue was felt on damp pussy.

Lightning's teeth ripped Pyrrha's panties and drills her tongue deeply in Pyrrha. Who let out loud moans of pleasure. Her hands anatomically went to the princess' head. Not to push her out, but to keep her in. "Please Light! Don't stop!" Pyrrha begged.

Lightning wasn't planning to. Removing a gauntlet, Lightning rubbed Pyrrha's clit with her thumb. This action caused a loud moan to come out of Pyrrha. She shut her eyes and shouted "I'm going to cum again!" not soon after, her pussy squirted its love juices all over Lightning's mouth. This climax more intense than the last.

As she regains her breath, felt something big and hot rub on her pussy. Looking up saw that Lightning had pulled out her cock. With a mind filled with lust said "Put it in me." she looked at Lightning with dazed eyes "But be gentle, this it's my first time." Lightning gave her a nodded. Since she had a powerful will, kept her sense of reason. If not she'll fuck anyone in a skirt.

With a grip on her cock, slowly pushed her cock in. Pyrrha took the pain like a champ. Once Lightning was fully inside her, didn't move until Pyrrha had adjusted and the pain settled down a bit. Lightning took her breastplate off because she was getting hot under there.

Next Lightning grabbed Pyrrha soft thighs and started to move her hips at a slow pace. It still hurts for Pyrrha. The pain began to fade after a few minutes and Pyrrha was letting out moans. Showing that pleasure was spreading all over her body. But the slow movements of Lightning's cock wasn't enough for her "Faster." she said looking at Lightning with lust in her eyes "I want you to move your amazing cock faster!"

Giving Pyrrha what she wanted, thrusts her hips with great speed. "YES! RIGHT THERE!" Pyrrha screamed with pleasure. Who knew sex felt this great. All the stress that she had melted away. Replaced with wonderful pleasure. Pleasure that was sent to Lightning by how tightly her pussy is gripping the princess' cock.

"I'm about to cum any second! Where do you want it!" Lightning grunted. Feeling her cock twitching.

"In my mouth. I want to taste it!" Pyrrha cried with a lust written face.

Lightning pulled out and stood up. Pyrrha instantly wrapped her mouth around Lightning's cock. Lightning let out a moan as Pyrrha took the whole thing in her mouth. She sucked Lightning off eagerly. She wants to drink Lightning's cum bad. Her efforts were rewarded.

Cum blasted from Lightning cock and down Pyrrha's throat.  _"_ _It tastes wonderfully."_ she thought lustfully. As Pyrrha drank her cum, Lightning wonders if she's not the only one in heat.

**Notes for the Chapter:**

> Let me know what you think of the new Equilibrium. If you want for me to change or add anything let me know. I'm open to suggestions.


	5. Icespark

**Notes for the Chapter:**

> Requested by FurFurKanga from FanFiction

Weiss had her white-gloved hand over her mouth, suppressing a moan of pleasure. Which what difficult due Lightning's tongue explores her inner wet walls so wonderfully. Each time it moves caused Weiss' whole body to twitch. By instinct, her hips move. Riding that amazing tongue. In her mind repeated  _"_ _So good! It feels so good!_ _"_  The sight of Lightning's head under her skirt and the sounds of her eating out her pussy was a real turn on for her. Especially as they're doing at a place where anyone can see them. But that's what makes it exciting. She didn't bother to look around to see if anyone is coming.

Speaking of cumming. Weiss shuts her eyes and her legs (that has royal blue legging over them) tightens around Lightning's head. She pressed her hand on her mouth to not let out a scream of pleasure. Her pussy squirted a lot of juices into Lightning's mouth. "So good~" Weiss said in bliss while lowering her hand. With both hands, pulls Lightning up by the collar of her uniform for a deep kiss. So she has a taste of herself.

Her fingers ran through Lightning's pink hair. She felt Lightning's arms wrap around her waist. With their bodies so close, Weiss felt something large pressed against her. She can't wait to have a taste of that but first, Weiss wants to keep kissing Lightning. Something she loves to do. It helps her forget all her troubles. To keep her heart from going cold. Since Weiss is a singer, can go while without air. Meaning the kiss Lightning for a while.

Weiss stops kissing Lightning because she needs air. The expression on her face as she pants was downright adorable. Weiss pulls down the zipper on Lightning's brown turtleneck "You're mine, right?" she whispers in Lightning's ear and began to leave kisses on Lightning's scarred neck. The eighteen-year-old soldier let out soft moans as Weiss did this. Her tongue felt cold on her skin. Weiss undoes the brown belt that kept Lightning's sleeveless jacket closed. Next, fully unzips the turtleneck.

Lightning lets out a breath as her large breasts were known free from their restraints. "How did you manage to hide a rack this big?" Weiss asks grabbing Lightning's soft breasts. She likes how her fingers sink into her large orbs of flesh. Lightning was going to say something, but Weiss took one of Lightning's nipples in her lips and rubs the other. The pink-haired soldier pressed her lips into a fine line. They're still in semi-public place.

She can't believe Weiss talked her into doing something like this. But damn it, Weiss is too sexy to say no to. Also the fact they hadn't fucked in a while. Lightning clenched her jaw and rolls her head back when Weiss sucked on her nipple a little harder. As if trying to get milk out. Lightning wants to tell Weiss her breasts don't have any milk. But if she tries to speak, her moans will surely come out.

All this attention Weiss was giving her breasts got her cock fully erect. Since she's wearing a tight mini-skirt, felt really uncomfortable. "Let me help with that~" Weiss said with a seductive tone. Kneeling down, Weiss pulls own Lightning's skirt and black short-shorts. "Hello~" Weiss said to Lightning's cock.

Lightning grunts when Weiss stats jerking her off. The soft fabric of Weiss' gloves felt really good on her cock. Seeing precum leaking out quickly lick them up "So tasty." Weiss moans. She gave Lightning's cock a few kisses and ran her tongue every inch of Lightning's member. Weiss looks up at Lightning as she took her lover's large cock in her mouth. Since she's done this before was able to take the whole thing in.

It was Lightning's turn to cover her mouth. Weiss kept eye lock while bobbing her head. Both her suction and tongue are perfect. Lightning's legs buckled because Weiss hit all her weak points. Weiss purposely made loud sucking sounds as well as moaning. Feeling the cock in her mouth twitch told her what a tasty drink. Eagerly to have some, increased the speed of her head. To ass to Lightning's pleasure, rubs the soldier's clit with her fingers.

This was enough for Lightning's cock to release its load. Weiss happily drank her lover's cum. It was thick and has a rich flavour. Before, Weiss would have a hard time drinking Lightning's large amount of cum. But now hows no problem. Which is good because Weiss didn't like to waste any cum. When she's done, Weiss pulls Lightning's cock out with a loud pop.

Lightning was gathering her breath when she heard Weiss whistle at her. When looking up saw Weiss leaning against the wall, with her skirt flipped up and her beautiful round ass at her. "Fuck me Light~" Weiss said spreading her very wet pussy. It looks hungry for Lightning's cock. Lightning rubs the tip on Weiss entrance. "Don't tease me Light." Weiss begs "I need you inside me!" Lightning grabs her wrist and ass cheek then thrusts her cock in.

"Yes!" Weiss cries out with a lusty smile. She puts her hand on the wall and moans loudly when Lightning began to move her hips. Her huge cock scraping Weiss' tight, wet walls. Because Lightning fucked her there many times, was molded to fit her cock. But Weiss used her Aura to control the level of tightness. Right now with every thrust, Weiss made her pussy tighter and tighter until Lightning felt her cock was getting crushed. But she can take it.

It just wants to squeeze out every drop of cum out of Lightning. Not liking how load Weiss was getting (tho she liked the look of ecstasy on Weiss' face) pulls her up for a kiss. Weiss happily kissed back, her hand reaching the back of Lightning's head. Weiss felt herself approaching a climax. Since Lightning pulled her up, the soldier's cock hits a spot in her pussy that she absolutely loves.

Weiss grabs a handful of Lightning's rose-coloured hair as she can hard on Lightning's cock. "I want to have a taste." she said pull out and puts Lightning's cock back in her mouth. The addition of her cum made Lightning's cock tastier. As she sucked Lightning off started to finger her own pussy. Since Lightning was close came again. Weiss never gets tired drinking Lightning cum. Standing back up, Weiss leads back to the wall "Cum here next." she purrs and spreads her lower lips wide. Lightning is glad she has a lot of stamina.

Lightning lifts Weiss up by her ass and thrusts her cock back in "YES!" Weiss cries out. That caused Lightning to panic a bit and silents her cries with a passionate kiss. Weiss moans as they locked lips and their tongues wrestled. Weiss' hands grab Lightning's G cup size breasts. Rivalling Yang's  _"How the hell can she hide these?"_ Weiss thought but didn't dwell on it, and massage them which made Lightning moan.

It also made Lightning's hips move faster. Weiss' eyes rolled back when Lightning's cock smashed against her womb. It caused shockwaves of pleasure throughout her body. Tho Lightning wants them to be quiet, but the wet sounds of their lovemaking echos the halls of Weiss' home. The floor got wet by Weiss' love nectar. But Weiss didn't care.

Doesn't care what her father, mother, brother, or anyone else thinks.

With one more thrust Lightning came one more time. Weiss held Lightning close as her womb was overfilled by the soldier's cum. Her pussy couldn't contain the large amount of Lightning's seed. Some drip out and fell on the floor. Pressing their forehead together the two panted. "We should do this more often." Weiss said catching her breath.

Lightning nods.

After pulling out, the girls clean themselves up and fixes their clothes. "W...We. ." Lightning tries to say. She held her scarred throat and tries again "Weiss." the voice that came out of her mouth wasn't her own, but Winter's.

"I honestly don't know what my father is thinking." Weiss sighs "Turning you into my older sister."

"Is a good thing you stopped him in time." Lightning said. It will some time for her to get us to her new voice.

Getting a second look, Weiss realized Lightning's hair looks like Winter's but not tied back. Thankfully Lightning kept her rose-coloured hair. Tho it looks really close to white.

"It's getting late. Let gets some sleep." Lightning suggested.

"Agreed." Weiss nods then hugs Lightning's arm "We need to rest up for more sex tomorrow."

Lightning wonders how long her stamina can last. She knows she has a lot but Weiss is going to taste that to the limit.

On the way to her room, Weiss think back to her childhood. Remembering the time she wants to marry Winter when she's older. Now that she is, her wish is kind of granted. Weiss tasks off her glove and stares lovingly at the ring around her finger. "That's one hell of proposal you did." Weiss said resting her head on Lightning's shoulder.


	6. A Mother’s Test

**Requested by Black Dragon of Celestial God**

Kali walks down the hallway carrying a tray of tea. Excited to talk with a friend of her daughter. Sun is a joy to talk to, but the female Panther Faunus with a long blue coat looks she has a lot of interesting stories to tell. Lightning Farron is her name. She never met such a refined, regal Faunus before. Judging from her clothes, Lightning appears to come from a rich family. A rarity for Faunus.

As she turns the corner almost let out a surprised gasp. Blake was bent over with her pants down. They couldn't fall to her ankles due to her boots getting in the way. Blake had her hand over her mouth and the other hand on the wall. Lightning gripped Blake's bare rear end and fucks her from behind. That answers the question of who's dating her daughter. Kali can easily tell Lightning is giving it to her daughter hard. Biting her lower lip, Kali watches enviously. Lust is clearly seen in Blake's eyes.

Feeling liquid drip down her thighs, Kali rubs her legs together.  _"_ _I wish that was me._ _"_  Kali said in her mind. She wonders if Lightning is using a strap-on, if so then it must be really big and feel amazing. Blake clearly likes it. Lightning stops her hips and Blake's eyes rolled up, biting her finger as her whole body spasms. Pulling out, Kali is shocked to see that Lightning has a cock. A pretty big one that that. Also saw a large amount of cum pour out of Blake's pussy. Kali saw signs that Lightning had fucked Blake in the ass.

"Too bad that's a quickie." Lightning said pull up her pants.

"Yeah, well my mom's here so we can't go all the way." Blake said doing the same. She then gave Lightning a peck on the lips "Don't worry Light, I'll suck your cock first thing in the morning."

"I'm looking forward to it." the Panther Faunus smiles. "Sweet dreams." she said giving Blake a quick kiss.

Kali waited until Lightning enters the guest room and for some time to pass. Luckily the tea didn't get cold "Good afternoon." Kali said sliding the door open. She was stunned to see Lightning with her jacket off and her black vest open. The Panther Faunus is quite buff. Bulky biceps and abs that you can grind meat on them. "Want some tea?" she asks trying to maintain her composure. However, she can not tear her eyes off of Lightning's muscles. She hopes Lightning doesn't notice her looking. Good thing the Panther Faunus was busy cleaning her weapon.

It got worse when Lightning removes her vest. Her blue sports bra clung tightly to the Panther Faunus' large breasts. If Kali can guess the size of them, they look 113 cm. Makes her wonder how did Lightning hide them so well under her vest. The first time she met Lightning thought was a man. However, Blake quickly corrected her. Tho Lightning did have a cock. A very large, tasty cock. A futa perhaps?

Lightning chokes on her tea when she felt a hand on her crotch. "M-M-Mrs. Belladonna!? What are doing?!" she said nearly dropping her cup. Kali didn't respond instead kept on rubbing. Eager fingers made short work of Lightning's belt and zipper. The older woman marvelled the cock that sprang in front of her.

Reaching out Kali and grabs Lightning's thick shaft. "I can't believe this was in my daughter not too long ago. What a lucky girl~" Kali said moving her hand causing the Panther Faunus to moan. With her second hand used it to rub the head. "It's twitching in my hands." Kali smiles "Are you going to cum?" Lightning nodes. Her Panther ears going flat on her head. "Then do it in my mouth." Lightning groans as Kali take her cock deep then Blake ever could.

She feels it go down Kali's throat. Setting her hands on Lightning's thighs, Kali starts bobbing her head up and down. She went all the way up to the tip then down to the base. Lightning wants to tell Kali to stop and that she has a girlfriend, but the sheer pleasure she felt is preventing her to do so. By instinct, Lightning places her hand on the back of Kali's head.

Who's sucking Lightning off more intensely because Kali hadn't tasted cock in forever. Lightning holds her head in place and blows her load. The older woman moans as cum pours down her throat. A feeling she missed dearly. When she finished cumming lets go of Kali's head "Sorry Mrs. Belladonna I couldn't help myself. Whenever Blake sucks me off I will always do that because she really likes it."

"That's fine dear." Kali pants "I'm the same way. Like mother like daughter they say." she said licking a few strands of cum off her lips. Lightning falls on her back panting, she couldn't believe what just occurred. A moan left Lightning's lips as she feels something very soft envelope her cock. Propping herself up on her elbow saw Kali giving her a tittyfuck "I bet Blake couldn't do this." she said rubbing her huge breasts up and down Lightning's cock.

"N-No." Lightning moans.

"Don't worry dear. In time Blake will be able to do this, so for now, let mommy help you." Kali chuckles. Moving her breasts a little faster. Lightning groans and shook in pleasure. Seeing Lightning starting to sweat, follows the drips slowly go down the Panther Faunus' abs. She leans in and licks off a few drops. Feeling the cock between her breasts presses them more together. This is enough for Lightning to cum.

Kali watches with glee as Lightning's cum squirt high up and falls on her breasts. Covering them with a white glaze. "I can't take it anymore." Kali said crawling on top of Lightning. She pulls her dress up, moves her wet panties to the side. Kali hovers her damp pussy over Lightning's cock. Before Lightning can say anything, Kali impales herself on it. "IT' BEEN TOO LONG!" Kali cries.

Placing her hands on Lightning's abs, Kali bounces on her cock. She quickly became a moaning mess. She's can't stop moving her hips. How long has this fantastic cock plow Blake's insides. "I forgot how good sex can feel." Kali moans. Drool soon drips our the corner of her mouth. Something she didn't recall happening.

In no time at all Kali came hard on Lightning's cock. But her hips kept on moving. Unable to hold back anymore Lightning grabs Kali's ass and moves her hips too. Bringing her cock so deep into the woman's pussy that hits her womb. This made Kali's mind into mush. She lost count of how many times she came already.

Halting her hips, Lightning filled Kali's womb with her seed. Unable to keep herself up, Kali collapses on Lightning. Smothering Lightning with her cum covered breasts. She felt Lightning roll her on her back then on her stomach. Kali knows what Lightning has in plan and is all for it. She moans as Lightning reenters her. This time her cock goes in her ass.

"Yes!" Kali moans loudly. Getting a good grip on the older woman's waist Lightning pumps her hips. Ramming her cock deep into Kali's ass. Stretching it nice and wide. "God I missed anal~" She groans. Letting her drool dampen the sheets. It's okay because there are a few spares in the closet. Kali is not sure because she's too busy enjoying Lightning's cock in her ass.

She lost feeling from the waist down, but she can still feel Lightning's cock. Maybe she can convince Blake to share. As she thought of a way, Lightning grabs her wrists and pulls her arms back. "FUCK ME! FUCK ME!" the milf Faunus cries. "FUCK ME JUST HOW YOU FUCK MY DAUGHTER!" Lightning moves her hips at maximum speed which caused Kali to scream in pleasure. Not caring if she's being loud.

Lightning stops moving her hips and shot a huge load in older woman's ass. "You pass~" she moans and passes out.

"How am I going to explain this." Lightning pants.

"No need." Blake said leaning against the wall. She walks up to Lightning who tries to explain what happened. But she silents her lover with a finger. "My turn~" Lightning had a long night and woke up very tired in the morning.

**Notes for the Chapter:**

> Sorry, it took so long for an update. Life has been hard. Like my little sister dealing with depression. Those who still want me to do their request let me know.

**Author's Note:**

> The next is Futa Lightning and Pyrha Nikos.


End file.
